CERTIFICATE OF ELIMINATION OF SERIES J 24% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF VIRAGEN, INC.

EXHIBIT 4.12

CERTIFICATE OF ELIMINATION OF

SERIES J 24% CUMULATIVE CONVERTIBLE PREFERRED STOCK

OF

VIRAGEN, INC.

Viragen, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,

Does hereby certify:

FIRST: That the Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of Delaware on December 15, 1980, pursuant to which the Corporation has been authorized to issue 1,000,000 shares of Preferred Stock, par value $1.00 per share. The Preferred Stock may be issued by resolutions of the Company’s Board of Directors from time to time without any action of the stockholders. Pursuant to such authorization, the Company has authorized 60,000 shares of its Series J Cumulative Convertible Preferred Stock.

SECOND: That the Board of Directors of the Corporation has duly adopted resolutions setting forth the proposed elimination of the Series J Preferred Stock of the Corporation has hereafter provided.

THIRD: In accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation is hereby amended to eliminate the authorization for the Series J Cumulative Convertible Preferred Stock.

IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of Elimination to be signed by Dennis W. Healey, its Executive Vice President/CFO, this 11^th day of December 2006.